PATRICK INDUSTRIES INC — Major Shareholding Notification 2009

Oct 23, 2009

SC 13D/A 1 a09-32136_6sc13da.htm SC 13D/A

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145 Expires: February 28,
2009 Estimated average burden hours per response: 14.5
Washington, D.C. 20549
SCHEDULE 13D

*Under the Securities Exchange Act of 1934 (Amendment No. 10)**

*Patrick Industries, Inc.*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*703343103*

(CUSIP Number)

*Jeffrey L. Gendell*

*55 Railroad Avenue*

*Greenwich, Connecticut 06830*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*October 22, 2009*

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP No. 703343103 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of Above Persons (Entities Only) Tontine Capital Partners, L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power -0- |
| | 8. | Shared Voting Power 4,221,155 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 4,221,155 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person: 4,221,155 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 46.1% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

2

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| CUSIP No. 703343103 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of Above Persons (Entities Only) Tontine Capital Management, L.L.C. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power -0- |
| | 8. | Shared Voting Power 4,221,155 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 4,221,155 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 4,221,155 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 46.1% | |
| 14. | Type of Reporting Person
(See Instructions) OO | |

3

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| CUSIP No. 703343103 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of Above Persons (Entities Only) Tontine Capital Overseas Master Fund, L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power -0- |
| | 8. | Shared Voting Power 953,808 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 953,808 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 953,808 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 10.4% | |
| 14. | Type of Reporting Person
(See Instructions) IA, PN | |

4

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| CUSIP No. 703343103 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of Above Persons (Entities Only) Tontine Capital Overseas GP, L.L.C. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power -0- |
| | 8. | Shared Voting Power 953,808 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 953,808 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 953,808 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 10.4% | |
| 14. | Type of Reporting Person
(See Instructions) OO | |

5

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| CUSIP No. 703343103 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of Above Persons (Entities Only) Jeffrey L. Gendell | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) OO | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power -0- |
| | 8. | Shared Voting Power 5,174,963 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 5,174,963 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 5,174,963 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 56.5% | |
| 14. | Type of Reporting Person
(See Instructions) IN | |

6

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| Item
1. | Security
and Issuer |
| --- | --- |
| | This Amendment No. 10
to Schedule 13D is being filed by the Reporting Persons to amend the Schedule
13D originally filed on September 19, 2005 (the “Original 13D”), as
amended on April 10, 2007, May 18, 2007, September 25, 2007, March 18,
2008, April 16, 2008, June 27, 2008, August 1, 2008, November 10,
2008 and December 16, 2008 (the Original 13D, together with the amendments,
the “Schedule 13D”), relating to the common stock, no par value (the “Common
Stock”), of Patrick Industries, Inc. (the “Company”). The Company’s principal executive offices are located at 107 West
Franklin Street, Elkhart, Indiana 46515. |
| Item
2. | Identity
and Background |
| | (a) This statement is filed by: (i) Tontine Capital Partners, L.P., a Delaware
limited partnership (“TCP”), with respect to the shares of Common Stock
directly owned by it; (ii) Tontine Capital Management, L.L.C., a
Delaware limited liability company (“TCM”), with respect to the shares of
Common Stock directly owned by TCP; (iii) Tontine Capital Overseas Master Fund,
L.P., a Cayman Islands limited partnership (“TMF”), with respect to shares of
Common Stock directly owned by it; (iv) Tontine Capital Overseas GP, L.L.C., a
Delaware limited liability company (“TCO”), with respect to shares of Common
Stock directly owned by TMF; and (v) Jeffrey L. Gendell with respect to the
shares of Common Stock directly owned by each of TCP and TMF. The foregoing persons are hereinafter sometimes
collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to
persons other than the Reporting Persons are made on information and belief
after making inquiry to the appropriate party. (b) The address of the principal business and
principal office of each of TCP, TCM, TMF and TCO is 55 Railroad Avenue,
Greenwich, Connecticut 06830. The
business address of Mr. Gendell is 55 Railroad Avenue, Greenwich,
Connecticut 06830. (c) The principal business of each of TMF and
TCP is serving as a private investment limited partnership. The principal business of TCO is serving as
the general partner of TMF. The
principal business of TCM is serving as the general partner of TCP. Mr. Gendell serves as the managing
member of TCM and TCO. (d) None of the Reporting Persons has, during
the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). (e) None of the Reporting Persons has,
during the last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and, as a result of such
proceeding, was, or is subject to, a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws. (f) TCP is a limited partnership organized
under the laws of the State of Delaware.
Each of TCO and TCM is a limited liability company organized under the
laws of the State of Delaware. TMF is
a limited partnership organized under the laws of the Cayman Islands. Mr. Gendell is a United States
citizen. |
| Item
3. | Source
and Amount of Funds or Other Consideration |
| | Shares of Common Stock owned by the Reporting Persons were purchased
with working capital and on margin.
The Reporting Persons’ margin transactions are with UBS Securities
LLC, on such firm’s usual terms and conditions. All or part of the shares of Common Stock
directly owned by the Reporting Persons may from time to time be pledged with
one or more banking institutions or brokerage firms as collateral for loans
made by such bank(s) or brokerage firm(s) to the Reporting
Persons. Such loans bear interest at a
rate based upon the broker’s call rate from time to time in effect. Such indebtedness may be refinanced with
other banks or broker dealers. |

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| Item 4. |
| --- |
| The Reporting Persons
acquired the shares of Common Stock for investment purposes and in the
ordinary course of business. The Reporting Persons
expect that they may hold and/or dispose of their shares of Common Stock as a
part of their ongoing investment strategy, with any such dispositions
expected to be made consistent with the alternatives and timing originally
reported in Amendment No. 9 to this Schedule 13D. Recently, certain of the Reporting Persons
determined to form TCP Overseas
Master Fund II, L.P. (“TCP 2”) during the fourth quarter of 2009. It is anticipated that TCP 2 will become
the beneficial owner of an as-yet-undetermined portion of the Common Stock
currently held by the Reporting Persons.
To the extent that TCP 2 acquires beneficial ownership of any such
Common Stock, TCP 2 may hold and/or dispose of such Common Stock or may
purchase additional securities of the Company, at any time and from time to
time in the open market or otherwise. As discussed in this
Schedule 13D, the Reporting Persons own approximately 56.5% of the Company’s
outstanding Common Stock and can control the Company’s affairs, including (i) the
election of directors who in turn appoint management, (ii) any action
requiring the approval of the holders of Common Stock, including adoption of
amendments to the Company’s corporate charter, and (iii) approval of a
merger or sale of all or substantially all assets. The Reporting Persons can
also control certain decisions affecting the Company’s capital
structure. As discussed in Item 6, the
Reporting Persons have certain rights to nominate directors and to require
the Company to limit the size of the Board, which rights are dependent on the
Reporting Persons’ ownership of a certain aggregate percentage of Common
Stock. Accordingly, the
disposition of the Reporting Persons’ holdings in the Company may result in
changes to the size and/or composition of the Company’s Board of Directors. Although the forgoing
represents the range of activities presently contemplated by the Reporting
Persons with respect to the Company, it should be noted that the possible
activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve
the right to change their plans or intentions and to take any and all actions
that they may deem to be in their best interests. Except as set forth in
the Schedule 13D, the Reporting Persons do not have any current intention,
plan or proposal with respect to: (a) the acquisition by any person of
additional securities of the Company, or the disposition of securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of
the Company or any of its subsidiaries; (d) any change in the present
Board of Directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Board; (e) any material change in the present
capitalization or dividend policy of the Company; (f) any other material
change in the Company’s business or corporate structure; (g) changes in
the Company’s charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Company by any
person; (h) causing a class of securities of the Company to be delisted
from a national securities exchange, if any, or cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Act, or (j) any action similar to any of those enumerated
in items (a) through (i) above. |

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| Item
5. |
| --- |
| The following disclosure of share ownership by the
Reporting Persons is as of the date of this Amendment No. 10 to Schedule
13D. A. Tontine Capital Partners, L.P. (a) Aggregate number of shares
beneficially owned: 4,221,155. Percentage:
46.1%. The percentages used herein and
in the rest of Item 5 are calculated based upon 9,162,189 share of Common
Stock issued and outstanding as of September 23, 2009, as reflected in
the Quarterly Report on Form 10-Q/A filed by the Company on October 2,
2009. (b) 1. Sole power to vote or direct vote:
-0- 2. Shared power to vote or direct vote: 4,221,155 3. Sole power to dispose or direct the disposition:
-0- 4. Shared power to dispose or direct the
disposition: 4,221,155 (c) TCP has not engaged in any
transactions of Common Stock in the last 60 days. (d) TCM, the general partner of TCP, has
the power to direct the affairs of TCP, including decisions respecting the
receipt of dividends from, and the disposition of the proceeds from the sale
of, the shares. Mr. Gendell is
the Managing Member of TCM and in that capacity directs its operations. (e) Not applicable. |
| B. Tontine Capital Management, L.L.C. (a) Aggregate number of shares
beneficially owned: 4,221,155. Percentage:
46.1%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 4,221,155 3. Sole power to dispose or direct the disposition:
-0- 4. Shared power to dispose or direct the
disposition: 4,221,155 (c) TCM has not engaged in any transactions
of Common Stock in the last 60 days. (d) Not applicable. (e) Not applicable. |
| C. Tontine Capital Overseas Master Fund, L.P. (a) Aggregate number of shares
beneficially owned: 953,808.
Percentage: 10.4%. (b) 1. Sole power to vote or direct vote:
-0- 2. Shared power to vote or direct vote: 953,808 3. Sole power to dispose or direct the disposition:
-0- 4. Shared power to dispose or direct the
disposition: 953,808 (c) TMF has not engaged in any
transactions of Common Stock in the last 60 days. (d) TCO, the general partner of TMF, has
the power to direct the affairs of TMF, including decisions respecting the
receipt of dividends from, and the disposition of the proceeds from the sale
of, the shares. Mr. Gendell is
the Managing Member of TCO and in that capacity directs its operations. (e) Not applicable. |
| D. Tontine Capital Overseas GP, L.L.C. (a) Aggregate number of shares beneficially
owned: 953,808. Percentage: 10.4%. |

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| | (b) 1. Sole power to vote or direct vote:
-0- 2. Shared power to vote or direct vote: : 953,808 3. Sole power to dispose or direct the disposition:
-0- 4. Shared power to dispose or direct the
disposition: : 953,808 (c) TCO has not engaged in any transactions
of Common Stock in the last 60 days. (d) Not applicable. (e) Not applicable. |
| --- | --- |
| | E. Jeffrey L. Gendell (a) Aggregate number of shares
beneficially owned: 5,174,963.
Percentage: 56.5%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 5,174,963 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the
disposition: 5,174,963 (c) Mr. Gendell has not engaged in
any transactions of Common Stock in the last 60 days. (d) Not applicable. (e) Not applicable. |
| Item
6. | Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer |
| | A. Initial Securities Purchase Agreement On April 10, 2007,
TCP, TMF and the Company entered into a Securities Purchase Agreement (the “Initial
Securities Purchase Agreement”) which, among other things, provided for the
purchase by TCP and TMF of shares of Common Stock and Senior Subordinated
Promissory Notes of the Company. The
closing of the transactions contemplated by the Initial Securities Purchase
Agreement occurred on May 18, 2007.
Under the Initial Securities Purchase Agreement, so long as the
Reporting Persons (i) hold between 7.5% and 14.9% of the Common Stock
then outstanding, they have the right to appoint one nominee to the Company’s
Board of Directors and (ii) hold at least 15.0% of the Common Stock then
outstanding, they have the right to appoint two nominees to the Company’s
Board of Directors. On July 21,
2008, an affiliate of the Reporting Persons was appointed to the Company’s
Board of Directors. As of the date
hereof, the Company has not appointed a second nominee of the Reporting
Persons to the Company’s Board of Directors.
Under the Initial Securities Purchase Agreement, the Company agreed to
limit, by the date of the Company’s 2008 Annual Meeting of Shareholders, the
number of directors serving on its Board to no more than nine directors for
so long as the Reporting Persons have the right to appoint a director to the
Company’s Board. In addition, pursuant
to the Initial Securities Purchase Agreement, the Company approved the
acquisition by the Reporting Persons of up to 40% of its outstanding Common
Stock, on a fully diluted basis, such that the Reporting Persons would not be
subject to certain restrictions set forth in the Indiana Business Corporation
Law (the “IBCL”). The Company also agreed that it would not revoke such
approval and that it will use its best efforts to ensure that any future
acquisitions by TCP and TMF (up to 40% of the outstanding Common Stock on a
fully diluted basis) would not be subject to anti-takeover provisions
included in any of the Company’s organizational documents or the laws and
regulations of any governmental authority. The Initial Securities Purchase
Agreement also contained standard representations and warranties that survive
until the earlier of (i) three years following the closing date of the
transactions contemplated by the Initial Securities Purchase Agreement and (ii) the
applicable statute of limitations with respect to each representation and
warranty. B. March 2008
Securities Purchase Agreement On March 10, 2008, the Company, TCP and TMF
entered into a Securities Purchase Agreement (the “March 2008 Securities
Purchase Agreement”), pursuant to which, on March 12, 2008, TCP and TMF
purchased shares of Common Stock from the Company. Pursuant to the March 2008 Securities
Purchase Agreement, the parties affirmed certain rights granted to TCP and
TMF under the Initial Securities Purchase Agreement related to the right of
TCP and TMF to appoint members of the Company’s Board of Directors and the
Company’s obligations to limit the size of its Board of Directors. These rights and obligations are set forth
in greater detail in the description of the Initial Securities Purchase
Agreement |

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| | above. The Company also agreed that it would
use its best efforts to ensure that the acquisition of the shares purchased
under the March 2008 Securities Purchase Agreement would not be subject
to anti-takeover provisions included in any of the Company’s organizational
documents or the laws and regulations of any governmental authority.
The March 2008 Securities Purchase Agreement also contained
standard representations and warranties that survive until the earlier of (i) three
years following the closing date of the transactions contemplated by the March 2008
Securities Purchase Agreement and (ii) the applicable statute of
limitations with respect to each representation and warranty. Pursuant
to the Registration Rights Agreement (as defined below), the shares of Common
Stock purchased by TCP and TMF pursuant to the March 2008 Securities
Purchase Agreement are eligible to be registered for resale. |
| --- | --- |
| | C. Second Amended and Restated Registration
Rights Agreement On December 11,
2008, the Company entered into a Second Amendment and Waiver to the Company’s
Credit Agreement, dated as of May 18, 2007, among the Company, the
lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent
(the “Credit Agreement”). In
connection with the execution of the Second Amendment and Waiver, the Company
issued warrants to purchase an aggregate of 474,049 newly issued shares of
Common Stock (the “Warrants”) to JPMorgan Chase Bank, N.A., Fifth Third Bank,
Bank of America, N.A., Key Bank, National Association, RBS Citizens, National
Association, Associated Bank, National City Bank and 1st Source Bank, the
lenders under the Credit Agreement (the “Warrant Holders”). The Warrants are immediately exercisable,
have an exercise price of $1.00 per share and expire on December 11,
2018. The terms of the Second
Amendment and Waiver and the Warrants are more fully described in the Current
Report on Form 8-K filed by the Company on December 15, 2008. In connection with the issuance of the
Warrants, on December 11, 2008, TCP, TMF, the Company and the Warrant
Holders entered into a Second Amended and Restated Registration Rights
Agreement (the “December 2008 Registration Rights Agreement”), which
restated the Amended and Restated Registration Rights Agreement entered into
by TCP, TMF and the Company on May 18, 2007. Pursuant to the December 2008
Registration Rights Agreement, the Company filed a registration statement on Form S-3
registering the resale of 5,174,963 shares of Common Stock held by the
Reporting Persons (the “Tontine Registration Statement”). The Tontine Registration Statement was
declared effective on December 30, 2008.
Pursuant to the December 2008 Registration Rights Agreement, the
Company filed a registration statement on Form S-3 registering the
resale of 424,049 shares of Common Stock issuable to the lenders under the
Credit Agreement upon the exercise of the Warrants (the “Lender Registration
Statement”). The Lender Registration
Statement was declared effective on July 29, 2009. In addition, pursuant to the December 2008
Registration Rights Agreement, the Company grants to TCP, TMF and the Warrant
Holders (and their respective qualifying transferees) certain demand and
“piggyback” registration rights in connection with shares of Common Stock
held by them or acquired in the future.
The registration rights granted under the December 2008
Registration Rights Agreement terminate with respect to TCP, TMF and the
Warrant Holders (and any of their respective qualifying transferees) when
such party no longer holds any Registrable Securities (as defined in the
Registration Rights Agreement). With
the exception of certain expenses, such as underwriting discounts and
commissions, the Company has agreed to pay all expenses incident to its
performance of or compliance with the December 2008 Registration Rights
Agreement, including the reasonable fees and expenses of counsel retained by
the holders of Registrable Securities requested to be included in a
registration statement. The foregoing summaries
of the Initial Securities Purchase Agreement, the March 2008 Securities
Purchase Agreement, and the December 2008 Registration Rights Agreement
do not purport to be complete and are qualified in their entirety by
reference to Exhibits 1 through 3, which are incorporated by reference
herein. Except as described in
the Schedule 13D, the Reporting Persons do not have any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Company, including but not
limited to the transfer or voting of any of the securities, finder’s fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies. |
| Item
7. | Material
to Be Filed as Exhibits |
| | 1. Securities Purchase Agreement
dated as of April 10, 2007, by and among Tontine Capital Partners, L.P.,
Tontine Capital Overseas Master Fund, L.P. and Patrick Industries, Inc.
(Previously filed as Exhibit 1 to the Reporting Persons’ Schedule 13D
filed on April 18, 2007). 2. Securities Purchase Agreement
dated as of March 10, 2008, by and among Tontine Capital Partners, L.P.,
Tontine Capital Overseas Master Fund, L.P. and Patrick Industries, Inc.
(Previously filed as Exhibit 2 to the Reporting Persons’ Schedule 13D
filed on March 18, 2008). 3. Second Amended and Restated Registration
Rights Agreement dated as of December 11, 2008, by and among Tontine
Capital Partners, L.P., Tontine Capital Overseas Master Fund, L.P., Patrick
Industries, Inc. and JPMorgan Chase Bank, N.A., Fifth Third Bank, Bank
of America, N.A., Key Bank, National Association, RBS Citizens, National
Association, |

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Associated Bank, National City Bank and 1st Source Bank (Previously filed as Exhibit 3 to Amendment No. 9 to this Schedule 13D on December 11, 2008).

12

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| October 23, 2009 |
| --- |
| Date |
| /s/ Jeffrey L.
Gendell |
| Signature |
| Jeffrey L.
Gendell, individually, as managing member of Tontine Capital Management,
L.L.C., general partner of Tontine Capital Partners, L.P., and as managing
member of Tontine Capital Overseas GP, L.L.C., general partner of Tontine
Capital Overseas Master Fund, L.P. |
| Name/Title |

13

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